Unassociated Document
As filed with the Securities and Exchange Commission on November 18, 2010
Registration No. 333-              
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
     
 
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
     
 
AUDIOCODES LTD.
(Exact name of registrant as specified in its charter)
Israel
(State or other jurisdiction of
incorporation or organization)
Not applicable
(I.R.S. Employer
Identification No.)
 
1 Hayarden Street
Airport City, Lod, 70151, Israel
(Address of Principal Executive Offices)
 
 
Not applicable
(Zip Code)
 
AudioCodes Ltd. 2008 Equity Incentive Plan, as amended
(Full title of the plan)
     
 
AudioCodes Inc.
2099 Gateway Plaza
San Jose, California  95134
(Name and address of agent for service)
(408) 441-1175
(Telephone number, including area code, of agent for service)
     
Copy to:
Neil Gold, Esq.
Manuel G.R. Rivera, Esq.
Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, New York 10103
Telephone: (212) 318-3000
Facsimile: (212) 318-3400
Itamar Rosen, Adv.
Vice President, Legal Affairs and Company Secretary
AudioCodes Ltd.
1 Hayarden Street
Airport City, Lod, 70151, Israel
Telephone: (972) 3-976-4000
Facsimile: (972) 3-976-4044
Tuvia J. Geffen, Adv.
Naschitz, Brandes & Co.
5 Tuval Street
Tel Aviv 67897, Israel
Telephone: (972) 3-623-5000
Facsimile: (972) 3-623-5005
 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated Filer o
Accelerated filer x
Non-accelerated Filer o  (Do not check if a smaller reporting company)
Smaller reporting company o

CALCULATION OF REGISTRATION FEE
  
Title of securities
to be registered
  
Amount to
be registered (1)
  
Proposed
maximum offering
price per share (2)
    
Proposed maximum
aggregate offering
price (2)
    
Amount of
registration fee
  
Ordinary shares, nominal value NIS 0.01 per share
  
2,000,000 shares(3)
   $ 4.43     $ 8,860,000     $ 631.72  
 
(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement on Form S-8 (this "Registration Statement") shall also cover an additional indeterminable number of ordinary shares which become issuable under the above-named plan by reason of any future share dividend, share split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding ordinary shares.
(2)
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act, based upon $4.43, the average of the high and low sales prices of the registrant's ordinary shares on the NASDAQ Global Select Market on November 16, 2010.
(3)
Additional ordinary shares authorized for issuance pursuant to awards made under the AudioCodes Ltd. 2008 Equity Incentive Plan as a result of a recent amendment to the Plan.

 
 
 

EXPLANATORY NOTE

The purpose of this Registration Statement on Form S-8 is to register an additional 2,000,000 ordinary shares, nominal value NIS 0.01 per share (“Ordinary Shares”), of AudioCodes Ltd. (the “Registrant”) for issuance pursuant to awards under the AudioCodes Ltd. 2008 Equity Incentive Plan, as amended (the “Plan”).  In accordance with General Instruction E of Form S-8, the contents of the Registrant's Registration Statement on Form S-8 (File No. 333-160330), filed with the Securities and Exchange Commission (the "Commission") on June 30, 2009, to register 2,009,122 Ordinary Shares for issuance pursuant to awards under such Plan, are incorporated herein by reference.  On October 19, 2010, the Registrant amended the Plan to increase the number of Ordinary Shares that may be issued under the Plan to 4,009,122 Ordinary Shares from 2,009,122 Ordinary Shares.
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3. 
Incorporation of Documents by Reference.
 
The following documents and information filed with the Commission (the “Commission”) by the Registrant are incorporated herein by reference:
 
 
·
the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2009;
 
 
·
the information set forth in the second, third, seventh and eighth paragraphs of, and the condensed consolidated balance sheets, condensed consolidated statements of operations and condensed consolidated statement of cash flows contained in, the press release attached as Exhibit 1 to the Registrant’s Report on Form 6-K filed with the Commission on October 22, 2010;
 
 
·
the information set forth in the first paragraph of and the translation attached as Exhibit 1 to the Registrant’s Report on Form 6-K filed with the Commission on October 20, 2010;
 
 
·
the information set forth in the second, third, sixth and seventh paragraphs of, and the condensed consolidated balance sheets, condensed consolidated statements of operations and condensed consolidated statement of cash flows contained in, the press release attached as Exhibit 1 to the Registrant’s Report on Form 6-K filed with the Commission on July 28, 2010;
 
 
·
the information set forth in the first and second paragraphs of the press release attached as Exhibit 2 to the Registrant’s Report on Form 6-K filed with the Commission on June 29, 2010;
 
 
·
the information set forth in the first and second paragraphs of the press release attached as Exhibit 1 to the Registrant’s Report on Form 6-K filed with the Commission on May 12, 2010;
 
 
·
the information set forth in the second, third, sixth, seventh, ninth, eleventh and twelfth paragraphs of, and the condensed consolidated balance sheets, condensed consolidated statements of operations, condensed consolidated statement of cash flows contained in, the press release attached as Exhibit 1 to the Registrant’s Report on Form 6-K filed with the Commission on April 28, 2010;

 
 
 

 
·
the information set forth in the first paragraph of the joint press release attached as Exhibit 1 and the first paragraph of the press release attached as Exhibit 2 to the Registrant’s Report on Form 6-K filed with the Commission on March 24, 2010;
 
 
·
the information set forth in the first paragraph of the press release attached as Exhibit 1 to the Registrant’s Report on Form 6-K filed with the Commission on January 19, 2010; and
 
 
·
the description of the Registrant’s Ordinary Shares contained in the Registrant’s Registration Statement on Form 8-A (File No. 0-30070) filed with the Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, on May 21, 1999.
 
All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment indicating that all of the securities offered hereunder have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof (in the case of any Report on Form 6-K, if and to the extent the Registrant identifies in the Report that it is being incorporated by reference herein) from the date of filing of such documents.  Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any subsequently filed document that is also incorporated by reference herein modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
 
Item 8. 
Exhibits.
 
The following exhibits are filed herewith as part of this Registration Statement.
 
Exhibit
    
No.
  
Description
     
4.1
  
AudioCodes Ltd. 2008 Equity Incentive Plan (incorporated herein by reference to Registrant's Annual Report on Form 20-F for the fiscal year ended December 31, 2008).
     
4.2
  
Amendment to AudioCodes Ltd. 2008 Equity Incentive Plan, dated October 19, 2010.
     
5.1
  
Opinion of Naschitz, Brandes & Co., Advocates.
     
23.1
  
Consent of Naschitz, Brandes & Co., Advocates (included in Exhibit 5.1).
     
23.2
  
Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global.
     
24.1
  
Power of Attorney (on signature page).

 
 
 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Airport City, Israel, on November 18, 2010.
 
AUDIOCODES LTD.
  
     
By:
/s/ GUY AVIDAN
  
 
Guy Avidan
  
 
Chief Financial Officer
  

 
 
 

POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints SHABTAI ADLERSBERG and GUY AVIDAN, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and his name, place and stead, and in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date
         
/s/ SHABTAI ADLERSBERG
  
Chairman of the Board and Chief Executive Officer
  
November 18, 2010
Shabtai Adlersberg
  
(Principal Executive Officer)
    
         
/s/ GUY AVIDAN
  
Vice President of Finance and Chief Financial
  
November 18, 2010
Guy Avidan
  
Officer (Principal Financial and Accounting Officer)
    
         
/s/ JOSEPH TENNE
  
Director
  
November 18, 2010
Joseph Tenne
        
         
/s/ DR. EYAL KISHON
  
Director
  
November 18, 2010
Dr. Eyal Kishon
        
         
/s/ DORON NEVO
  
Director
  
November 18, 2010
Doron Nevo
        
         
/s/ OSNAT RONEN
  
Director
  
November 18, 2010
Osnat Ronen
        
 
Authorized Representative in the United States:  November 18, 2010
 
AUDIOCODES INC.
 
By:
/s/ GUY AVIDAN
Name: Guy Avidan
Title:

 
 
 

INDEX TO EXHIBITS
 
Exhibit
    
No.
  
Description
     
4.1
  
AudioCodes Ltd. 2008 Equity Incentive Plan (incorporated herein by reference to Registrant's Annual Report on Form 20-F for the fiscal year ended December 31, 2008).
     
4.2
  
Amendment to AudioCodes Ltd. 2008 Equity Incentive Plan, dated October 19, 2010.
     
5.1
  
Opinion of Naschitz, Brandes & Co., Advocates.
     
23.1
  
Consent of Naschitz, Brandes & Co., Advocates (included in Exhibit 5.1).
     
23.2
  
Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global.